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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 5, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Securities Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-
4(c)under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
Effective May 5, 2005, Eastman Kodak Company (the "Company")
entered into a letter agreement amendment (the "Amendment")
with Bernard Masson, the Company's President, Digital & Film
Imaging Systems and Senior Vice President, amending the terms
of the letter agreement dated August 13, 2003 (the "Agreement")
between the Company and Mr. Masson. Pursuant to the terms of the
Amendment, Mr. Masson is eligible for an enhanced retirement
benefit through a phantom cash balance account established on
his behalf by the Company. Subject to Mr. Masson's continuous
employment with the Company until June 1, 2008, the Company
will, for up to a maximum of five years, credit this account
by $200,000 each year, beginning on June 1, 2005 and
continuing on each succeeding June 1 until June 1, 2009. The
maximum amount the Company will credit to this account is
$1,000,000. Any amounts credited to this account will earn
interest at the same interest rate that amounts accrue
interest under the cash balance benefit of the Kodak
Retirement Income Plan. Mr. Masson's enhanced retirement
benefit is in addition to any other benefits he may be eligible
for under the Agreement.
A copy of the Amendment is attached as Exhibit (10).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(10) Amendment to Letter Agreement, effective May 5, 2005,
between Eastman Kodak Company and Bernard Masson.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: May 6, 2005
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(10) Amendment to Letter Agreement, effective May 5, 2005,
between Eastman Kodak Company and Bernard Masson.